Terms & Conditions

These are the terms of
business which govern the contract between you and Loopmasters Limited
(incorporated in England & Wales with company number 06805284 and
registered office address 1 Regency Mews, Silverdale Road, Eastbourne, East
Sussex, England, BN20 7AB) (hereafter “we”, “us” or “our”) for any products or
services which you purchase from us, including the following (our “Products”):

(i)Loopcloud
sample storage services (“Loopcloud Subscription”); and

(ii)Samples,
plugins, and music software (“Digital Content”)

whether or not they are
made available to purchase through our website or through software which we
make available to you from time to time (together, the “Service”).

These terms should be
read in conjunction with our website terms of use and our privacy policy.

Please note that all Digital Content is licensed to you and not
sold. The following licence applies to
all of your use of such materials: http://support.loopmasters.com/knowledgebase/articles/388556-loopmasters-license

Your use of the Loopcloud
Subscription is subject to our Loopcloud Acceptable Use Policy which is
available here within this document.

In some areas you will
have different rights under these terms depending on whether you are a business
or consumer. You are a consumer if:

·You are
an individual.

·You are
buying products from us wholly or mainly for your personal use (not for use in
connection with your trade, business, craft or profession).

If
you are a business customer this is our entire agreement with you. If you are a business customer these terms
constitute the entire agreement between us in relation to your purchase. You
acknowledge that you have not relied on any statement, promise, representation,
assurance or warranty made or given by or on behalf of us which is not set out
in these terms and that you shall have no claim for innocent or negligent
misrepresentation or negligent misstatement based on any statement in this
agreement.

1.ORDERS AND OUR CONTRACT WITH YOU

1.1When the
contract for a purchase comes in force. Our
acceptance of your order will take place when we email you to accept it, or at
the time we make the relevant Products available to you, whichever is the
earliest, at which point a contract will come into existence between you and
us. Please note we may reject an order
if we are unable to accept it, which may be due to an error in the price or
description of that Product, unavailability, technical problems or due to
licensing restrictions such as where the developer or that Product has limited
our ability to sell it, in which case we will inform you, and not charge you
(and will refund you if your payment has already been made).

2. OUR PRODUCTS

2.1Updates to digital content. We may update or
require you to update Digital Content, provided that the Digital Content shall
always match the description of it that we provided to you before you bought
it.

2.2Loopcloud subscription. The following terms apply to your use of any Loopcloud
Subscription:

2.2.1Certain
paid features of our Loopcloud Subscription service enable you to tag and
upload audio samples and sounds (“Your
Audio”) and to access Your Audio through the Service.

2.2.2The
Loopcloud Subscription is for your personal use only, on an “as is” basis and
all use must be in accordance with these terms and conditions.

2.2.3You
agree that you own Your Audio and that it is your original creation, or that
you have and shall maintain all rights, licences and permissions necessary for
you to upload Your Audio to us, and you grant to us a non-exclusive worldwide
licence to display, distribute, store, broadcast, reproduce, modify, adapt,
copy and otherwise use Your Audio for the purpose of providing the Loopmaster
Subscription to you.

2.2.4You
shall be responsible and liable to us for any losses, expenses or other costs
incurred by us which are caused by your failure to ensure that you have all
necessary rights to use Your Audio in connection with a Loopcloud Subscription.

2.2.5We
will use reasonable efforts to make the Loopcloud Subscription available to you
throughout the duration of your Loopcloud Subscription. We warrant only that the Loopcloud
Subscription service, when made available by us, shall be of satisfactory
quality, as described and fit for purpose.
Please note that we may need to carry out scheduled and emergency
maintenance from time to time, in which case our supply of the Loopmaster
Subscription may be suspended temporarily as described further at clause 3.5.

2.2.6The
Loopcloud Subscription service is not a back-up service, and should not be
relied on as such. While the Loopcloud
Subscription may enable you to access Your Audio in new ways, you shall ensure
that you maintain your own independent back-up of Your Audio and we shall not
be responsible for the loss of copies of Your Audio if you do not.

2.2.7You
acknowledge that the Internet is not a secure medium, and we shall not be
liable in any amount or kind of loss or damage due to viruses or other
malicious software that may infect your computer equipment, software, data or
other property caused by persons accessing or using the Service (save to the
extent that damage to your device or other digital content which you own is
caused by the Service as a result of our failure to use reasonable care and
skill in which case you may be entitled to compensation or we may be obliged to
repair your device).

2.2.8We
do not warrant that the operation our Service will be uninterrupted or error
free or that any error or interruption can or will be corrected. We reserve the right to suspend the
Loopmaster Subscription at any time where reasonably necessary for us to comply
with our legal obligations or where you breach these terms and conditions.

2.2.9We
may terminate a Loopmaster Subscription upon one month’s notice to you,
provided that we shall refund to you any amounts you have paid in advance for
use of your Loopmaster Subscription after termination.

2.2.10Where
we have offered you a Loopmaster Subscription for free without payment, we may
suspend or terminate that Loopmaster Subscription at any time, for any reason,
and without liability to the extent permitted by law.

3. PROVIDING THE PRODUCTS

3.1When we
will provide the Products:

3.1.1Digital Content. We will make Digital Content
available for download by you as soon as we accept your order.

3.1.2Loopmaster Subscription. We will make the
services available to you until your subscription expires or is terminated as
explained in these terms.

3.2We are not
responsible for delays outside our control. If our supply of any Products
is delayed by an event outside our control then we will contact you as soon as
possible to let you know and we will take steps to minimise the effect of the
delay. Provided we do this, we will not be liable for delays caused by the
event, but if there is a risk of substantial delay you may contact us to end
the contract and receive a refund for any Products you have paid for but not
received.

3.3Please note that any Digital Content supplied to
you is licensed to you, rather than sold, and that your use of that Digital
Content is subject to our standard licence terms available here: http://support.loopmasters.com/knowledgebase/articles/388556-loopmasters-license

3.4 What will happen if you do not give required information to us. We may need certain information from you so that we can supply the products to you. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 6.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.

3.5What will
happen if you do not give required information to us. We may need certain
information from you so that we can supply the products to you. If you do not
give us this information within a reasonable time of us asking for it, or if
you give us incomplete or incorrect information, we may either end the contract
(and clause 6.2
will apply) or make an additional charge of a reasonable sum to compensate us
for any extra work that is required as a result. We will not be responsible for
supplying the products late or not supplying any part of them if this is caused
by you not giving us the information we need within a reasonable time of us
asking for it.

3.6Reasons we
may suspend the supply of products to you. We may have to suspend the
supply of a Product (for example, a Loopmaster Subscription) to:

3.6.1deal
with technical problems or make minor technical changes or updates; or

3.6.2update
the Product to reflect changes in relevant laws and regulatory requirements; or

3.6.3make
changes to the Product as requested by you or notified by us to you.

3.7Your
rights if we suspend the supply of Products. We will contact you in advance
to tell you we will be suspending supply of the Product, unless the problem is
urgent or an emergency. If we have to suspend the Product for longer than one
week in any 90 day period we will adjust the price so that you do not pay for
Products while they are suspended. You may contact us to end the contract for a
Product if we suspend it, or tell you we are going to suspend it, in each case
for a period of more than two weeks and we will refund any sums you have paid
in advance for the Product in respect of the period after you end the contract.

3.8We may
also suspend supply of the Products if you do not pay. If you do not pay us
for the Products when you are supposed to and you still do not make payment
within three days of us reminding you that payment is due, we may suspend
supply of the Products until you have paid us the outstanding amounts. We will
contact you to tell you we are suspending supply of the Products. We will not
suspend the Products where you dispute the unpaid invoice (see clause 9.6).
If you are a consumer, we will not charge you for the Products during the
period for which they are suspended. As well as suspending the Products we can
also charge you interest on your overdue payments (see clause 9.4).

4. YOUR RIGHTS TO END THE CONTRACT

You can
end your contract with us as follows. (PLEASE
NOTE: your right to end your contract is subject to certain important
exclusions, which are set out in clause 10.4 below. Please check these carefully.)

4.1Your rights when you end the contract will
depend on what you have bought, whether there is anything wrong with it, how we
are performing and when you decide to end the contract:

4.1.1If what you have bought is faulty or
mis-described you may have a legal right to end the contract (or to get the Product repaired or
replaced or re-performed or to get some or all of your money back), see clause 7;

4.1.2If you want to end the contract because of
something we have done or have told you we are going to do, see clause 4.2;

4.1.3If you have just changed your mind about the
Product, you may be able to get
a refund as set out in clause 4.3
if you are a consumer, and are within the cooling-off period, but this may be
subject to deductions;

4.1.4In all other cases (if we are not at fault
and there is no right to change your mind), see clause 4.6.

4.2Ending the
contract because of something we have done or are going to do. If:

4.2.1we
have told you about an upcoming change to the Product or these terms which you
do not agree to;

4.2.2we
have told you about an error in the price or description of the Product you
have ordered and you do not wish to proceed;

4.2.3there
is a risk that supply of the Products may be significantly delayed because of
events outside our control;

4.2.4we
have suspended supply of the Products for technical reasons, or notify you we
are going to suspend them for technical reasons, in each case for a period of
more than a week; or

4.2.5you
have a legal right to end the contract because of something we have done wrong,

you may end the contract and we will refund you in full for any
products which have not been provided and you may also be entitled to
compensation.

4.3Exercising
your right to change your mind (Consumer Contracts Regulations 2013). For
most products bought online you have a legal right to change your mind within
14 days and receive a refund only if you are a consumer, although please
see clause 4.4. These rights, under the Consumer Contracts
Regulations 2013, are explained in more detail in these terms.

4.4IMPORTANT:
When you do not have the right to change your mind. You do not have a right to change your mind
in respect of:

4.4.1Digital
Products after you have started to download or stream these (for example, once
you have begun to download a sample pack, it is non-refundable);

4.4.2any
Product that has been personalised; and

4.4.3any
Loopcloud Subscription to the extent you have used it.

4.5How long
do I have to change my mind? If you
are a consumer and do have the right to change your mind, how long
you have to do so depends on what you have ordered and how it is delivered:

4.5.1Have you bought Digital Content? If so,
you have 14 days after the day we email you to confirm we accept your order,
or, if earlier, until you start downloading or streaming that Digital
Content.

4.5.2Have your bought a service such as a
Loopcloud Subscription? If so you have 14 days after the day we email you
to confirm we accept your order. However, once we have completed the services
you cannot change your mind, even if the period is still running. If you cancel
after we have started the services, you must pay us for the services provided
up until the time you tell us that you have changed your mind.

4.6Ending the
contract where we are not at fault and there is no right to change your mind.
Even if we are not at fault and you do not have a right to change your mind
(see clause 0), you can still end the contract before it is completed if you are a
consumer, but you may have to pay us compensation. A contract for Digital
Content is completed when the Product is downloaded or streamed and paid for. A
contract for services is completed when we have finished providing the services
and you have paid for them. If you want to end a contract before it is
completed where we are not at fault and you have not changed your mind, contact
us to let us know. A contract for a Loopcloud Subscription will not end until 1
calendar month after the day on which you contact us. A contract for Products which are not
services will end immediately and we will refund any sums paid by you for the
Products not provided but we may deduct from that refund (or, if you have not
made an advance payment, charge you) reasonable compensation for the net costs
we will incur as a result of your ending the contract.

5. HOW TO END THE CONTRACT WITH US (INCLUDING IF YOU HAVE CHANGED YOUR MIND)

5.1Tell us
you want to end the contract. If you are entitled to end the contract with
us (see clause 4)
and wish to do so, please let us know by doing one of the following:

5.1.1Email. Email us at: support@loopmasters.com

5.1.2By post. Or simply write to us at the
address above, including details of what you bought, when you ordered or
received it and your name and address.

5.2How we
will refund you. We will refund you
the price you paid for the products by the method you used for payment.
However, we may make deductions from the price, as described below.

5.3Deductions
from refunds if you are exercising your right to change your mind. If you
are exercising your right to change your mind:

5.3.1Where
the Product is a service such as a Loopcloud Subscription, we may deduct from
any refund an amount for the supply of the service for the period for which it
was supplied, ending with the time when you told us you had changed your mind.
The amount will be in proportion to what has been supplied, in comparison with
the full coverage of the contract.

5.4When your
refund will be made. We will make any refunds due to you within 14 days of
your telling us you have changed your mind.

6. OUR RIGHT TO END THE CONTRACT

6.1We may end
the contract if you break it. We may end the contract for a Product at any
time by writing to you if:

6.1.1you
do not make any payment to us when it is due and you still do not make payment
within five days of us reminding you that payment is due;

6.1.2you
do not, within a reasonable time of us asking for it, provide us with
information that is necessary for us to provide the Products;

6.1.3you
do not, within a reasonable time, allow us to supply the Products to you;

6.1.4you
do not comply with the terms of a licence applicable to your use of Digital
Content, or with these terms and conditions.

6.2You must
compensate us if you break the contract. If we end the contract in the
situations set out in clause 6.1 (or if you decide to end the contract for the reasons set out at 4.2
by writing to us) we will refund any money you have paid in advance for
Products we have not provided but we may deduct or charge you reasonable
compensation for the net costs we will incur as a result of your breaking the
contract.

7. IF THERE IS A PROBLEM WITH THE PRODUCT

7.1How to
tell us about problems. If you have any questions or complaints about the
product, please contact us by telephoning our customer service team, by writing
to us at support@loopmasters.com or by post to Loopmasters Ltd, 1 Regency Mews,
Silverdale Road, Eastbourne, E Sx, BN20 7AB, UK

7.2Summary of
your legal rights. We are under a legal duty to supply products that are in
conformity with this contract. See the box below for a summary of your key
legal rights in relation to the Product if you are a consumer, rather than a
business. Nothing in these terms will affect your legal rights.

Summary of your key legal rights

This is a summary of your key legal
rights if you
are using Products as a consumer. These are subject to
certain exceptions. For detailed information please visit the Citizens Advice
website www.adviceguide.org.uk or call 03454 04 05 06.

If your product is Digital Content,
for example audio samples the Consumer Rights Act 2015 says digital content
must be as described, fit for purpose and of satisfactory quality:

·if your digital content is faulty,
you're entitled to a repair or a replacement.

·if the fault can't be fixed, or if it
hasn't been fixed within a reasonable time and without significant
inconvenience, you can get some or all of your money back

·if you can show the fault has damaged
your device and we haven't used reasonable care and skill, you may be
entitled to a repair or compensation

·See also clause 4.3.

If your product is services, for
example a Loopcloud Subscription the Consumer Rights Act 2015 says:

·you can ask us to repeat or fix a
service if it's not carried out with reasonable care and skill, or get some
money back if we can't fix it.

·if you haven't agreed a price
beforehand, what you're asked to pay must be reasonable.

·if you haven't agreed a time
beforehand, it must be carried out within a reasonable time.

8. YOUR RIGHTS IN RESPECT OF DEFECTIVE PRODUCTS IF YOU ARE A BUSINESS

8.1If you are a business customer we warrant that
on delivery any Products shall:

8.1.1conform in all material respects with their
description;

8.1.2be free from material defects.

8.2Subject to Clause 8.1, if:

8.2.1you give us notice in writing within a
reasonable time of receiving the Products and discovering that a Product does
not comply with the warranty set out in Clause 8.1; and

8.2.2we are given a reasonable opportunity of
examining such Product,

we shall, at our option, repair or replace such defective
product, or refund the price of the defective product in full.

8.3We will not be liable for a Product's failure to
comply with the warranty in Clause 8.1 if:

8.3.1you make any use of such Product after
discovering that it fails to comply with the warranty in clause 8.1;

8.3.2the defect arises because you failed to follow
our oral or written instructions as to the storage, installation, use or
maintenance of the Product or (if there are none) good trade practice;

8.3.3the defect arises as a result of us following
any specification supplied by you, or as a result of your using the Product in
combination with your own or third party software or other materials not expressly
approved by us in writing;

8.3.4if such failure is caused by the occurrence of
any unforeseen contingency beyond our reasonable control including without
limitation Internet outages, communications outages, fire, flood, war or act of
God;

8.3.5you alter or repair the Product without our
written consent; or

8.3.6the defect arises as a result of wilful damage,
negligence, or abnormal working conditions.

8.4Except as provided in this Clause 8, we shall
have no liability to you in respect of a Product's failure to comply with the
warranty set out in Clause 8.1.

8.5These terms shall apply to any repaired or
replacement products supplied by us under Clause 8.2.

9.PRICE AND PAYMENT

9.1Ways to
pay. Digital Content must be paid
for in advance. Loopcloud Subscriptions
may be paid for by a one off payment or direct debit option, payable by monthly
instalments as explained further during the order process.

9.2Where to
find the price for the product. The price of the product (which includes
VAT) will be the price indicated on the order pages when you placed your order.
We take all reasonable care to ensure that the price of the product advised to
you is correct. However please see clause 9.5
for what happens if we discover an error in the price of the product you order.
All payments on Loopmasters are made in
British Pounds Sterling. The Loopmasters online shop presents prices in 4
currencies to assist decision making in regard to the purchase. These
currencies are: British Pound (GBP), Euro (EUR), Japanese Yen (JPY) and US
Dollar (USD). The prices displayed in currencies other than GBP are only an
approximation and the actual exchange rates applied by the banks at the time of
purchase may vary. You are responsible
for payment of all applicable currency exchange and other bank charges.

9.3We will
pass on changes in the rate of VAT. If the rate of VAT changes between your
order date and the date we supply the product, we will adjust the rate of VAT
that you pay, unless you have already paid for the product in full before the
change in the rate of VAT takes effect.

9.4We can
charge interest if you pay late. If you do not make any payment to us by
the due date we may charge interest to you on the overdue amount at the rate of
8% a year above the base lending rate of Barclays Bank plc from time to time.
This interest shall accrue on a daily basis from the due date until the date of
actual payment of the overdue amount, whether before or after
judgment. You must pay us interest together with any overdue amount.

9.5What
happens if we got the price wrong. It is always possible that, despite our
best efforts, some of the products we sell may be incorrectly priced. We will
normally check prices before accepting your order so that, where the product's
correct price at your order date is less than our stated price at your order
date, we will charge the lower amount. If the product's correct price at your
order date is higher than the price stated to you, we will contact you for your
instructions before we accept your order.

9.6What to do
if you think an invoice is wrong. If you think an invoice is wrong please
contact us promptly to let us know. You will not have to pay any interest until
the dispute is resolved. Once the dispute is resolved we will charge you
interest on correctly invoiced sums from the original due date.

10.OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A CONSUMER

10.1We are
responsible to you for foreseeable loss and damage caused by us. If we fail
to comply with these terms, we are responsible for loss or damage you suffer
that is a foreseeable result of our breaking this contract or our failing to
use reasonable care and skill, but we are not responsible for any loss or
damage that is not foreseeable. Loss or damage is foreseeable if either it is
obvious that it will happen or if, at the time the contract was made, both we
and you knew it might happen, for example, if you discussed it with us during
the sales process.

10.2We do not
exclude or limit in any way our liability to you where it would be unlawful to
do so. This includes liability for death or personal injury caused by our
negligence or the negligence of our employees, agents or subcontractors; for
fraud or fraudulent misrepresentation; for breach of your legal rights in
relation to the products; and for defective products under the Consumer
Protection Act 1987.

10.3If defective digital content which we have
supplied damages a device or digital content belonging to you and this is
caused by our failure to use reasonable care and skill we will either repair
the damage or pay you compensation. However, we will not be liable for damage
which you could have avoided by following our advice to apply an update offered
to you free of charge or for damage which was caused by you failing to
correctly follow installation instructions or to have in place the minimum
system requirements advised by us.

10.4We are not
liable for business losses. If you are a consumer we only supply the Products
for domestic and private use. If you use the Products for any commercial,
business or re-sale purpose we will have no liability to you for any loss of
profit, loss of data, loss of business, business interruption, or loss of
business opportunity.

11. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE NOT USING THE PRODUCTS AS A CONSUMER

11.1Nothing in these terms shall limit or exclude
our liability for:

11.1.1death or personal injury caused by our
negligence, or the negligence of our employees, agents or subcontractors (as
applicable);

11.1.2fraud or fraudulent misrepresentation;

11.1.3breach of the terms implied by section 12 of the
Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act
1982; or

11.1.4defective products under the Consumer Protection
Act 1987; or

11.1.5any matter in respect of which it would be
unlawful for us to exclude or restrict liability.

11.2Except to the extent expressly stated in Clause 11.1
all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and
sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.

11.3Subject to Clause 11.1:

11.3.1we shall not be liable to you, whether in
contract, tort (including negligence), breach of statutory duty, or otherwise,
for any loss of profit, loss of data, or any indirect or consequential loss
arising under or in connection with any contract between us;

11.3.2we shall have no responsibility to you in
respect of the quality or performance of the Digital Content which is developed
and made available to you by our third party licensors for whom we act as a
reseller; and

11.3.3our total liability to you for all other losses
arising under or in connection with any contract between us, whether in
contract, tort (including negligence), breach of statutory duty, or otherwise,
shall be limited to the total sums paid by you for Products under such
contract.

12.3We may
transfer this agreement to someone else. We may transfer our rights and
obligations under these terms to another organisation.

12.4You need
our consent to transfer your rights to someone else. You may only transfer
your rights or your obligations under these terms to another person if we agree
to this in writing.

12.5Nobody
else has any rights under this contract. This contract is between you and
us. No other person shall have any rights to enforce any of its terms.

12.6If a court
finds part of this contract illegal, the rest will continue in force. Each
of the paragraphs of these terms operates separately. If any court or relevant
authority decides that any of them are unlawful, the remaining paragraphs will
remain in full force and effect.

12.7Even if we
delay in enforcing this contract, we can still enforce it later. If we do
not insist immediately that you do anything you are required to do under these
terms, or if we delay in taking steps against you in respect of your breaking
this contract, that will not mean that you do not have to do those things and
it will not prevent us taking steps against you at a later date. For example,
if you miss a payment and we do not chase you but we continue to provide the
products, we can still require you to make the payment at a later date.

12.8Which laws
apply to this contract and where you may bring legal proceedings. These
terms are governed by English law and you can bring legal proceedings in
respect of the products in the English courts. If you live in Scotland you can
bring legal proceedings in respect of the products in either the Scottish or
the English courts. If you live in Northern Ireland you can bring legal
proceedings in respect of the products in either the Northern Irish or the
English courts. The foregoing is subject
to mandatory consumer protections which apply in your country, which may offer
you additional rights.

12.9Alternative dispute resolution is a process
where an independent body considers the facts of a dispute and seeks to resolve
it, without you having to go to court. If you are not happy with how we have
handled any complaint, you may want to consider an alternative dispute
resolution provider. In addition, please
note that disputes may be submitted for online resolution to the European Commission Online Dispute Resolution
platform.